AGREEMENT AND PLAN OF MERGER BY AND AMONG ROVI CORPORATION, TIVO INC., TITAN TECHNOLOGIES CORPORATION, NOVA ACQUISITION SUB, INC. AND TITAN ACQUISITION SUB, INC.Agreement and Plan of Merger • May 4th, 2016 • Rovi Corp • Patent owners & lessors • Delaware
Agreement and Plan of Merger, dated as of April 28, 2016 (this “Agreement”), by and among Rovi Corporation, a Delaware corporation (“Rovi”), TiVo Inc., a Delaware corporation (“TiVo”), Titan Technologies Corporation, a Delaware corporation and a wholly owned Subsidiary of Rovi (“Parent”), Nova Acquisition Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Rovi Merger Sub”), and Titan Acquisition Sub, Inc., a Delaware corporation and wholly owned Subsidiary of Parent (“TiVo Merger Sub” and, together with Rovi Merger Sub, the “Merger Subs”). Rovi, TiVo, Parent, Rovi Merger Sub and TiVo Merger Sub are referred to herein collectively as the “Parties” and individually as a “Party,” and Rovi and TiVo are each referred to as a “Principal Party”.
